PERFORMANCE SHARE GRANT AGREEMENT [DATE]
EXHIBIT
10.3
[DATE]
[GRANTEE]
Re: Prestige
Brands Holdings, Inc. Grant of Performance Shares
Dear
[GRANTEE]:
Prestige
Brands Holdings, Inc. (the “Company”)
is
pleased to advise you that, pursuant to the Company’s 2005 Long-Term Equity
Incentive Plan (the “Plan”),
the
Company’s Compensation Committee and Board of Directors have granted to you
performance shares, as set forth below (the “Performance
Shares”),
subject to the terms and conditions set forth herein. Capitalized terms used
but
not defined herein shall have the meanings ascribed to such terms in the Plan.
As
of the
date hereof, you have been granted a performance share award in an aggregate
amount equal to $_______ (the “Performance
Award”).
In
order to calculate the amount of shares of common stock underlying the
Performance Award (the “Performance
Share Amount”),
the
Company has divided the Performance Award by $_______ (the “Initial
Valuation Price”),
the
closing price of the Company’s common stock on [DATE]. The term of the
Performance Award shall be from [DATE] through [DATE] (the “Performance
Cycle”).
Upon
the expiration of the Performance Cycle, the Company shall calculate the value
of the Performance Award in accordance with the formula set forth below (the
“Formula”).
To
the extent the number calculated pursuant to the Formula is greater than zero,
such value shall be paid to you in shares of the Company’s common stock, cash,
other securities of the Company or any combination thereof, as the Compensation
Committee may determine. For purposes of the Formula, the “Final
Valuation Price”
shall
be the closing price of the Company’s common stock on the New York Stock
Exchange or any other exchange on which such shares may then be traded on the
last business day of the Performance Cycle.
|
Grant Date
|
[DATE]
|
|
Performance Award
|
$________
|
|
Initial Valuation Price
|
$________
|
|
Performance Share Amount
|
_________
|
|
Performance Cycle
|
_________
|
|
Formula
|
Performance Share Amount X (Final Valuation Price- Initial Valuation
Price)
|
If
the
Company decides to pay the value calculated pursuant to the Formula, or a
portion thereof, in shares of the Company’s common stock, the number of shares
to be paid to you will equal such value divided by the Final Valuation Price.
In
order to be eligible to receive a payment pursuant to the Performance Award
as
described herein, you must be an employee of the Company on the date of
expiration of the Performance Cycle. However, upon death, Retirement or
Disability prior to the expiration of the Performance Cycle, you shall earn
a
Performance Award calculated by using the closing
1. Conformity
with Plan.
The grant of Performance Shares is intended to conform in all respects with,
and
is subject to all applicable provisions of, the Plan (which is incorporated
herein by reference). Inconsistencies between this Agreement and the Plan shall
be resolved in accordance with the terms of the Plan. By executing and returning
the enclosed copy of this Agreement, you acknowledge your receipt of this
Agreement, the Plan and the other documents delivered herewith and agree to
be
bound by all of the terms of this Agreement and the Plan.
2. Change
in Control.
In the event of a Change in Control, the terms of the Plan shall govern the
treatment of the Performance Award.
3. Rights
of Participants.
Nothing in this Agreement shall interfere with or limit in any way the right
of
the Company or its stockholders to terminate your duties as an employee at
any
time (with or without Cause), nor confer upon you any right to continue as
an
employee of the Company for any period of time, or to continue your present
(or
any other) rate of compensation.
4. Remedies.
The parties hereto shall be entitled to enforce their rights under this
Agreement specifically, to recover damages by reason of any breach of any
provision of this Agreement and to exercise all other rights existing in their
favor. The parties hereto acknowledge and agree that money damages would not
be
an adequate remedy for any breach of the provisions of this Agreement and that
any party hereto may, in its sole discretion, apply to any court of law or
equity of competent jurisdiction for specific performance and/or injunctive
relief (without posting bond or other security) in order to enforce or prevent
any violation of the provisions of this Agreement.
5. Successors
and Assigns.
Except as otherwise expressly provided herein, all covenants and agreements
contained in this Agreement by or on behalf of any of the parties hereto shall
bind and inure to the benefit of the respective successors and permitted assigns
of the parties hereto whether so expressed or not.
6. Severability.
Whenever possible, each provision of this Agreement shall be interpreted in
such
manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be prohibited by or invalid under applicable law,
such provision shall be ineffective only to the extent of such prohibition
or
invalidity, without invalidating the remainder of this Agreement.
7. Counterparts.
This Agreement may be executed simultaneously in two or more counterparts,
each
of which shall constitute an original, but all of which taken together shall
constitute one and the same Agreement.
8. Descriptive
Headings.
The descriptive headings of this Agreement are inserted for convenience only
and
do not constitute a part of this Agreement.
9. Governing
Law.
THE VALIDITY, CONSTRUCTION, INTERPRETATION, ADMINISTRATION AND EFFECT OF THE
PLAN, AND OF ITS RULES AND REGULATIONS, AND RIGHTS RELATING TO THE PLAN AND
TO
THIS AGREEMENT, SHALL BE GOVERNED BY THE SUBSTANTIVE LAWS, BUT NOT THE CHOICE
OF
LAW RULES, OF THE STATE OF DELAWARE
2
10. Notices.
All notices, demands or other communications to be given or delivered
under or by reason of the provisions of this Agreement shall be in writing
and
shall be deemed to have been given when delivered personally or mailed by
certified or registered mail, return receipt requested and postage prepaid,
to
the recipient. Such notices, demands and other communications shall be sent
to
you at the address appearing on the signature page to this Agreement and to
the
Company at Prestige Brands Holdings, Inc., ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇, Attn: Secretary, or to such other address or to the attention of
such other person as the recipient party has specified by prior written notice
to the sending party.
11. Entire
Agreement.
This Agreement, together with the Exhibits attached hereto, constitute the
entire understanding between you and the Company, and supersede all other
agreements, whether written or oral, with respect to your Performance
Shares.
* * * * *
3
Signature
Page to Performance Shares Grant Agreement
Please
execute the extra copy of this Agreement in the space below and return it to
the
Secretary at Prestige Brands Holdings, Inc. to confirm your understanding and
acceptance of the agreements contained in this Agreement.
Very
truly
yours,
Prestige
Brands
Holdings, Inc.
By:_________________________________
Name:
Title:
Enclosures: Agreement
Extra
copy of this
Agreement
Frequently
Asked
Questions
2005
Long-Term Equity
Incentive Plan
Registration
Statement on Form S-8
The
undersigned hereby acknowledges having received and read all of the Enclosures
referenced above. The Undersigned hereby agrees to be bound by all of the
provisions set forth herein and in the Plan.
Dated
as
of ___________
____________________________________
[GRANTEE]
Address: